SEVERANCE AGREEMENT
THIS AGREEMENT made and entered into as of the 1st day of July, 1997
(the "Effective Date") by and between SWISS ARMY BRANDS, INC., a Delaware
corporation, (hereinafter referred to as "SABI" or the "Company"), and
STANLEY G. MORTIMER III (hereinafter referred to as "Mr. Mortimer").
WHEREAS, Mr. Mortimer has served as an officer, director and/or
employee of SABI since 1984;
WHEREAS, Mr. Mortimer has resigned from the office of Executive Vice
President of the Company and as a director of the Company effective May 23,
1997;
WHEREAS, the Company desires to provide Mr. Mortimer with certain
severance benefits; and
WHEREAS, Mr. Mortimer desires to accept such benefits under the terms
and conditions contained herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto agree as
follows:
1. SEVERANCE BENEFITS. The Company agrees to provide Mr. Mortimer with
the following severance benefits:
(a) Mr. Mortimer shall be paid the sum of two hundred fifty thousand
dollars ($250,000.00), in a lump sum payment within seven (7) days of the
termination of the waiting periods set forth in Section 13 hereof. All
other compensation shall cease as of the Effective Date, and Mr. Mortimer
shall thereafter not be entitled to the payment of any bonus (in respect of
his employment in 1997 or otherwise), car allowance or any other amounts.
(b) On the Effective Date, SABI shall cease to pay premiums to the
Company's insurance carrier for medical and dental insurance for the
benefit of Mr. Mortimer and his dependents. Mr. Mortimer shall have the
option of continuing medical and dental coverage under COBRA at his sole
expense.
(c) The Company agrees to reimburse Mr. Mortimer for the purchase of a
computer and related equipment in the amount of up to $3,000, payable upon
receipt of appropriate invoices evidencing such expenditure by Mr.
Mortimer.
(d) The Company shall pay for outplacement services to be provided by
Lee Hecht Harrison for Mr. Mortimer for a period of up to one year. The
Company shall have no obligation to pay and Mr. Mortimer shall have no
right to receive cash or other payment in lieu of such services.
(e) SABI shall maintain phone, voicemail and secretarial services at
SABI for Mr. Mortimer for a three (3) month period commencing on the
Effective Date.
(f) Pursuant to the Stock Option Agreements dated July 15, 1994 (the
"July Option Agreement"), January 26, 1995 (the "January Option Agreement")
and November 14, 1996 (the "November Option Agreement"), the Company
granted to Mr. Mortimer options to purchase an aggregate of up to 60,000
shares of the Company's common stock. In order that Mr. Mortimer shall have
until the close of business on February 1, 1998 to exercise such options
that have vested by the termination of his employment hereunder, Section
7(c) of the July Option Agreement and Section 3(d) of the January Option
Agreement and the November Option Agreement are hereby amended to read as
follows:
"If the employment of the Grantee shall be terminated and Grantee
shall not have fully exercised the Option, the Option may be exercised
to the extent that the Grantee's right to exercise the Option had
accrued at the time of the termination of his employment and had not
been previously exercised, at any time on or before the close of
business on February 1, 1998 but may not be exercised in whole or in
part after the close of business in February 1, 1998."
2. CONFIDENTIALITY. Mr. Mortimer will keep secret and will not,
without the express written consent of the Company:
(a) knowingly divulge or communicate to any third person, or use for
the benefit of Mr. Mortimer or any third person, any trade secrets or
privileged, proprietary or confidential information used or owned by the
Company or any affiliate or disclosed to or learned by him in the course of
his employment by the Company including, without limitation, non-public
information concerning products, profitability, the identity of, and
information relating to dealings with customers and suppliers; or
(b) retain for the benefit of himself or any third person any document
or paper used or owned by the Company or any affiliate or coming into his
possession in the course of his employment by the Company or make or cause
to be made any copy, abstract, or summary thereof.
3. REMEDIES. Because the Company does not have an adequate remedy at
law to protect its interest in its trade secrets, confidential information
and similar commercial assets, Mr. Mortimer agrees that any breach or
threatened breach of any provision of this Agreement relating to
confidentiality shall entitle the Company, in addition to any other legal
or equitable remedies available to it, to apply to any court of competent
jurisdiction to enjoin such breach or threatened breach without the posting
of any bond or any security.
4. RELEASE. Mr. Mortimer, for him and for his successors and assigns,
does hereby fully and completely RELEASE, ACQUIT and FOREVER DISCHARGE
SABI, and its affiliates, subsidiaries or other related entities as well as
its shareholders, officers, directors, employees or agents, from any and
all claims, debts, demands, actions, causes of action, suits, sums of
money, contracts, agreements, judgements and liabilities, including
attorney's fees, whatsoever, both in law and in equity ("claims") of any
kind and any character that he ever had, might now or hereafter have, or
could have had, whether in contract, tort or otherwise, including
specifically any claims of discrimination that he may claim in connection
with his employment or the termination thereof. This includes but is not
limited to, claims arising under the federal, state or local laws
prohibiting discrimination on the basis of one's sex, race, age,
disability, national origin, color or religion, or other reason forbidden
by federal, state or local laws or claims growing out of any legal
restrictions on SABI's right to terminate its employees. This also
specifically includes the waiver of any rights or claims arising under the
Age Discrimination in Employment Act of 1967 (29 U.S.C. 621 et seq.). It is
also understood that the execution of this Agreement shall be construed as
a release and covenant not to sue, that Mr. Mortimer will not sue SABI or
any subsidiary, affiliate, officer, director, employee or committee
thereof, or file any claims of any sort with any administrative agency for
anything arising out of his employment, and the terms of this Agreement
supersede any and all other agreements relating to his employment whether
written or oral.
5. CONFIRMATION OF RESIGNATION. Mr. Mortimer acknowledges, confirms
and agrees that (i) effective May 23, 1997, he resigned from any and all
positions held as an officer and director of SABI and all of SABI's
subsidiaries and (ii) he resigns as an employee of SABI and its
subsidiaries as of the date hereof.
6. SPLIT DOLLAR LIFE INSURANCE. On the Effective Date, SABI shall
cease payments to any split dollar life insurance policies paid for by SABI
for the benefit of Mr. Mortimer. Mr. Mortimer shall have the right to repay
SABI within ninety days of the Effective Date an amount equal to the cash
surrender value of such policies and to continue such policies at his sole
expense. If Mr. Mortimer elects not to repay such amount, he shall promptly
execute any and all instruments that may be required to relinquish his
interest in and terminate such policies.
7. ADVICE OF COUNSEL. SABI encourages Mr. Mortimer to carefully review
the terms of this Agreement and, if he wishes, to seek advise and counsel
from an attorney before signing this Agreement.
8. DIVISIBILITY OF AGREEMENT. In the event that any term, condition or
provision of this Agreement is for any reason rendered void, all remaining
terms, conditions and provisions shall remain and continue as valid and
enforceable obligations of the parties hereto.
9. NOTICES. Any notices or other communications required or permitted
to be sent hereunder shall be in writing and shall be duly given if
personally delivered or sent postage pre-paid by certified or registered
mail, return receipt requested, or sent by electronic transmission and
confirmed by mail within two business days of such transmission, as
follows:
(a) If to Mr. Mortimer:
Mr. Stanley G. Mortimer III
117 East 72nd Street
New York, New York 10021
(b) If to SABI:
Swiss Army Brands, Inc
One Research Drive
Shelton, Connecticut 06484
Either party may change his or its address for the sending of notice
to such party by written notice to the other party sent in accordance with
the provisions hereof.
10. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
agreement and understanding between the parties hereto in respect of the
subject matter hereof and supersedes, cancels and annuls any prior or
contemporaneous written or oral agreement, understandings, commitments and
practices between them respecting the subject matter hereof. This Agreement
may not be altered or amended except by a writing, duly executed by the
party against whom such alteration or amendment is sought to be enforced.
11. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of Connecticut with respect to
agreements made and to be performed wholly therein.
12. ASSIGNMENT. This Agreement is personal and non-assignable by Mr.
Mortimer. It shall inure to the benefit of, and be the valid and binding
obligation of, any corporation or other entity with which the Company shall
merge or consolidate or to which the Company shall lease or sell all or
substantially all of its assets and may be assigned by the Company to any
affiliate of the Company or to any corporation or entity with which such
affiliate shall merge or consolidate or which shall lease or acquire all or
substantially all of the assets of such affiliate.
13. PERIOD TO REVIEW AND REVOKE. After Mr. Mortimer has had the chance
to review this Agreement and to consult with his attorney, if he wishes, he
should sign the Agreement and the Acknowledgement, attached hereto as
Exhibit A, and return them to SABI within 22 days.
After Mr. Mortimer has executed and delivered this Agreement, he shall
have seven (7) days following the date of execution during which time he
may revoke this Agreement, provided, however, that, if he elects to return
an executed copy of the document to SABI before the expiration of 22 days
from the date hereof, he may revoke this Agreement at any time before the
later to occur of seven (7) days following the date of execution or 22 days
after the date hereof. If SABI does not receive a written revocation from
Mr. Mortimer, or his attorney, prior to the expiration of the period in
which he may revoke this Agreement, this Agreement will become effective on
the date after the expiration of the applicable revocation period.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first above written.
/s/ Stanley G. Mortimer III
Stanley G. Mortimer III
SWISS ARMY BRANDS, INC.
By:/s/ J. Merrick Taggart
Title: President